iHave To Do Our Project
by iCam
Summary: While working on a Science project that's due tomorrow, Carly realizes her partner's main interest lies elsewhere. Can she resist Sam's sexually aroused feelings long enough to finish the assignment? Or will the brunette just give into temptation? Cam.


**I keep getting so many wonderful reviews from you Cam fans out there on my two other stories, that you guys have given me so much inspiration to write more! I really hope you enjoy this next story as much as you enjoyed the previous ones! **

**And lastly, please review if you read! They truly mean so much to me, and really help me get into the writing mood! So if you'd like to see more stories, don't be a stranger! Leave a review and tell me! I honestly read them and listen to what you guys have to say! I may even be writing up a small sequel to iLove Cramps, thanks to one of the reviews on that story! ;) And finally, as always, anonymous reviews are definitely welcomed!**

* * *

"No Sam, I can't," Carly replied, her eyes closing in a bit of pleasure. "This...needs to be done...tonight."

"Mmm take a break then," Sam's voice muffled, as she continued to nuzzle the brunette's neck, and suck the crook gently. The two girls were in Sam's living room, sitting next to each other on her couch, trying to finish up a group project for Science class that was due tomorrow. Carly had delayed it long enough throughout the week, thanks to Sam's whining, but now realized she had to get down to work, despite how unwilling her friend was. "Oh c'mon, just five minutes?" Sam pleaded, continuing to kiss and nuzzle her friend's neck. Carly knew that what Sam wanted to do would _not _take just five minutes. The brunette almost wished Sam had agreed to do this at her apartment instead, where Spencer was. That way the sneaky blond couldn't get away with all this. It was just unfortunate that the Puckett household was devoid of any parental influence at this particular moment. Normally an empty house was a blessing , but now it was a curse.

"N-no," Carly hesitantly replied, trying to ignore the warm moisture on her neck. "If I take a break now.." The girl paused to gasp as Sam gave a gentle nibble to her earlobe. "I'll _never_ get this done in time!" Carly realized she was loosing the battle quick. "Sam?" Carly asked, wondering if her friend even heard her, considering the blond's hand was gently resting on her chest now, starting to trace circles over the sensitive area as she continued to kiss her neck. "S-Sam?" Carly asked once more, closing her eyes, as her arousal increased. Just was she was about to give up and give in, Sam finally stopped and pulled away from her.

"Alright alright, I'll stop," Sam laughed, pulling away, although she cocked her head when she saw that Carly had her eyes closed. "Carls?" Sam snapped her fingers in front of her face.

"Huh wha?" Carly opened her eyes.

"I said I would stop but...," The blond's lips curled into a sort of devious smirk, noticing her friend was starting to get into it. "...if you want to continue," She murmured, starting to move back towards her friend's neck.

"No!" Carly yelped quickly, realizing she had regained a little bit of composure, despite how close she was to just kicking the project off the table, and jumping onto Sam right there.

"Okay okay!" Sam pulled back, not expecting such a blunt and direct answer. "Man, no need to yell!" She added jokingly, sitting back into the couch cushions and putting her hands behind her head as she looked at the ceiling.

"Sorry," Carly replied gently. "It's just that, I really need to finish this project."

"Yeah yeah," Sam mumbled, closing her eyes.

Carly sighed, feeling a bit guilty, before looking back over at the project sitting in front of her. Despite what she wanted to do, the brunette had to blow off her best friend for the time being, and continue to work.

Sam cracked one eye open, and looked over to see that Carly had begun working on the project once more. With a sad inaudible sigh, the blond just closed her eyes back up, and tried to recuperate from what almost happened.

* * *

An hour passed, as Carly was still deep into the science project. She realized Sam had faded a while back, like 59 minutes ago, as the blond was laying on the other side of the couch, curled up into a ball while snoozing away. Carly debated on whether or not she should wake her up to help, but ultimately decided against it. She figured she would finish the project faster without her friend whining and moaning during it...or coming onto her, despite how much Carly liked the second one.

* * *

More time passed, as the sunlight started to disappear from the sky. Carly was starting to get frustrated with her schoolwork, not only because she was doing a two person job, but because it was so tedious. Even though she kept up her grades, sometimes even Carly hated school.

"Ugh, I need something to drink," Carly moaned, standing up from the couch and making her way over to Sam's rusty fridge. After cracking the door open, a huge cloud of stench came wafting out. "Urf," Carly mumbled, putting a hand to her nose. It smelled as though everything was rotting in there. _"No wonder Sam comes to my house to eat,"_ She thought sadly, closing back up the door and making her way to her friend's sink. After quickly gulping down a glass of questionable water, Carly returned to the couch, and sat down with a yawn. She depressingly looked back at the project and sighed. _"Maybe I should take a break.."_ She thought, thinking about Sam's previous words._ "...of course, not THAT kind of break,"_ She added, realizing her friend wanted something more than a simple five minutes of rest. With this thought in mind, Carly sat back into the couch, and closed her eyes, deciding a few minutes of relaxation wouldn't hurt.

* * *

"Umm..." Sam groaned, her eyes cracking open slowly. With a sluggish sigh, the blond glanced around her living room and saw that it was dark. The only thing in the room that was lit up were the small red numbers on her TV's digital clock. It was 9:03 at night. "Guess I fell asleep," Sam lazily muttered, remembering the last time she was conscious was around 5 pm. With a grunt, the girl slowly crawled off the couch, and cautiously walked in the dark to a light switch. After flicking it on, Sam realized she wasn't alone. She couldn't help but smile.

Carly was sprawled out on the other side of the couch sleeping, their unfinished project still sitting on the table.

"Sheesh, you won't take a break from that stupid thing for me, but sleep does it," Sam chuckled softly, walking back over to the couch and picking up the project. After inspecting it for a second Sam realized it was only half finished. With a sigh, she placed it back down on the table and looked over at Carly. Her friend looked beat.

"Alright," The blond murmured, bending down towards her friend and gently sliding a hand under her back, and one under her legs. "Up we go," Sam grunted, picking up Carly in a swift but soft movement.

"Mm," Carly just sighed, tilting her head into Sam's chest, unaware that she was being held bridal style as her legs dangled to the floor.

"Let's get you to bed," Sam spoke quietly, before carrying her best friend out of the room.

* * *

As Sam carried Carly down the hallway, one of the sleeping girl's eyes cracked open hazily. She was still half asleep, but slightly aware that she was moving.

"Huh?" Carly sighed, before her head tilted up. She saw a foggy image of her best friend smile down at her.

"Hey sleeping beauty," Sam smiled, seeing that her best friend was barely conscious.

"Sam? That you?" Carly's voice came out quiet and weak.

"Yup, it's me kid," Sam replied, gently using her foot to push the door to her bedroom open.

"What time is it?" Carly slurred, her eyes sliding shut.

"Um, 'round nine," Sam answered, carrying Carly over to her bed.

"Mmmkaayy..." Carly's voice mumbled, her eyes still shut. Sam just smiled as she placed her friend down on her mattress, before going to pull off her shoes. Once that was over, she placed her friend's sneakers on the ground and looked back over at her. Carly was still in her day clothes, consisting of a shirt and jeans. The shirt was alright, but the jeans had to go.

"Carly?" Sam asked, sitting down on the side of the bed.

"Whff?" Carly mumbled, the sleepy equivalent to 'What?'

"You should probably change into pajamas."

"..what?" Carly sleepily asked once more, before tilting her head to the side and closing her eyes.

Sam just sighed, realizing her friend's mind was pretty much gone.

* * *

Eventually the hours began to pass as night crept along Seattle. Everything was quiet in the Puckett household. All the lights were turned off, and the house was locked up. It was peaceful and serene, until Carly let off a soft mumble. The brunette slowly began to wake up, her mind in a haze of sleep. All she could really tell was that she was laying against something soft, with something warm next to her. Shaking off the sleep, Carly slowly realized the warm object was hugging onto her. After waiting a few more seconds to let her eyes adjust, the brunette was finally able to see what it was, thanks to a slim ray of moonlight leaking in through the window.

"Sam?" Carly asked quietly, upon seeing her best friend snuggled up extremely close to her. When there was no reply, it was obvious she was asleep. "Man, what..time is it?" Carly asked herself weakly, rubbing her tired eyes. It was night, that much she could tell, but the last thing she could remember was taking a break on their project.

"The project!" Carly gasped, suddenly remembering as she sat up with a start, accidentally jarring her best friend's head.

"Whff...mn..." Sam moaned, rudely being awoken.

"Oops!" Carly murmured, not having meant to wake her up. "Sorry!"

"What? Huh?" Sam moaned, lazily unhooking her arms from Carly's waist, and slowly sitting up. "Where's the fire?!" The blond asked, lazily rubbing her eye with her fist.

"Sam, our project!" Carly yelped, gently putting her hand on her friend's shoulder.

"The project is on fire?" Sam foggily questioned, her eyes barely open.

"No! I mean, I forgot to finish it! I must have fallen asleep or something!"

"Mmm, who caress..." Sam moaned, lying back down and resting her head on her pillow.

"I do! We have to finish it!" Carly gasped, panic setting in.

"No we don't," Sam sighed sleepily, turning onto her side to face the wall, getting ready to drift back out.

"Yes we do! I know it doesn't matter as much to you, but I don't want to fail!" Carly replied frantically, pulling the covers off her legs, accidentally covering Sam's head.

"Hey!" The blond finally sat up, fully awake. "Calm down!" She replied, pulling the large blanket off her face.

"I can't!" Carly replied, hastily getting up. "I have to go and..." She then stopped for a moment, looking down at her legs and noticing they were bare. "Um, when did I change into shorts?" She asked awkwardly, looking back up at Sam who was now laying on her right side, her head propped up in her hand. "Come to think of it, how did I even end up in your room?" She added, just now realizing she wasn't in her friend's living room.

Sam let out a laugh, finding it humorous how confused her friend looked. "I took your pants off," The blond shrugged, as if there was nothing awkward about that statement.

Carly eyed her curiously for a moment, not expecting that answer. "You know," She started to say. "If you were a dude, and reeked of alcohol, I would be pretty nervous right now..."

"I didn't do anything _to_ you," Sam laughed as she let a yawn out and lazily stretched out onto her back, putting her hands behind her head as she looked up at the ceiling. "You fell asleep on my couch so I brought you to bed, and switched your jeans to shorts for comfort. No big deal. It's not like I attacked you in your sleep or something," Sam then gave a devious smile as she turned her head to look at her friend. "I like to wait until you're awake for _that_," She added as she slowly sat up. "Like right now for instance..."

"You can't be serious!" Carly murmured, watching as her friend started coming onto her for the second time in a few hours. "It's like...the middle of the night and we have a huge project due tomorrow that I haven't finished!"

Sam just frowned, obviously displeased at being turned down _yet again_.

Carly noticed this and sighed, feeling extremely guilty. "I'm really sorry Sam, I mean it. It's just that....I can't waste time, not right now at least."

"Hmm...wasting time, that's a nice way to put it. Congrats on successfully putting me out of the mood," Sam moaned.

"I didn't mean it like that!" Carly quickly defended her statement, not wanting her friend to misinterpret her meaning.

Sam just let out an understanding sigh. "Fine, fine... go do your project," And with that, she laid back down and turned onto her side, facing away from Carly. "I'm going to back to bed."

The brunette took once step forward, debating if she should go back over to the girl, but then stopped. With a sigh of guilt, she instead turned around and walked out the door, closing it with a quiet click.

* * *

As Carly walked through the hallway, she finally stopped in her best friend's living room. After flicking on the light, she noticed that one of the digital clocks displayed the time. It was 1:17 am.

"Ugh.." Carly moaned, making her way over to the couch, and her project. With Sam upset in her bedroom, and the stupid project on the table, Carly knew she had one hell of a night ahead of her. She didn't even want to think about the morning. With one last groan of frustration, she picked up the project and began inspecting it. It was supposed to be a replica of a DNA double-helix coil, but she had only finished one half of the coil before falling asleep...or so she thought.

"Hey, wait a second, this wasn't here before.." Carly murmured, looking at the model in her hands. "And I didn't put this on.." Her brow furrowed in confusion as she finished looking it over and set it down on the table to give it one last look. "It's...finished?" She spoke awkwardly, cocking her head as she stared. "But how..?" Her eyes then widened as it finally hit her what happened, her guilt multiplying twenty times. "Oh.....no."

* * *

After making her way back to Sam's room, Carly stopped in the doorway, feeling like an ass...for the lack of a better term. The room was dark, but see able with help from the moonlight, showing off the fact that her best friend's bed was empty, the covers tossed to the side. For some reason, a stab of fear quickly cut through Carly's heart as her eyes widened.

"Sam?!" She asked worriedly.

"Yeah, whassup?" The blond appeared behind her, making Carly jump up in surprise.

"Oh! There you are!" She sighed as she turned around, trying to get her breath back. "I didn't know where you were."

"Can't a girl go to the bathroom in her own house?" Sam lazily replied, walking past Carly to go to her bed. But the brunette grabbed her hand to stop her. "Huh?"

"Sam I saw what you did.." Carly spoke slowly.

"You can't prove that was stolen!" Sam quickly replied, her hands going up in defense.

Carly just paused, raising an eyebrow. "Uh, no. I meant our project."

Sam looked at her for a moment, before her expression softened. "Oh yeah, that.." She then smiled.

"Now what's this about a stolen.." But Carly's statement was quickly cut off by her friend.

"So, what did you think about the project?" Sam asked excitedly.

"Oh, it's great actually!" Carly nodded, smiling. "You got everything right! You really surprised me with that! When did you do it?"

"After I put you to bed," Sam laughed. "I figured you did enough work, so I'd just finish up the rest."

"Aww, that's so sweet of you, thanks!" Carly stepped forward and grabbed Sam into a hug.

"You're welcome Carls," Sam smiled, rubbing her friend's back. Carly just closed her eyes and rested her head on Sam's shoulder a second before pulling back. She then looked up at her best friend's whose eyes were looking deep into her own.

"Sam..." Carly started to say slowly, the two of their bodies still really close.

"Can we...now?" Sam asked, her voice becoming heavy with lust as she once again started to move towards Carly's neck.

"Mm," The brunette closed her eyes for a moment, before opening them back up. "But Sam, it's like...one at night....er in the morning."

"So?" She asked, continuing to place gentle butterfly kisses under Carly's chin.

"So..." Carly paused for a moment, sighing at the feeling of her friend's soft lips. "...we have school in seven hours. Hardly enough time to do.._this_ and get enough sleep."

"Our project is done so there's nothing to worry about grade wise," Sam replied, giving a small laugh against her friend's skin. "We can sleep during study hall."

"I can't sleep during..." Carly once again closed her eyes, feeling Sam start to trace circles over her chest with her fingertip. "Oh Sam..." She moaned, realizing the blond was once again doing all the things she tried to earlier when they were in the middle of the project.

Finally, Sam stopped the kissing and stroking, making Carly open her eyes and look up at her. "Please?" The blond asked gently. Carly studied her best friend's face for a second, as an internal conflict raged in her mind. Finally, after three seconds of consideration she gave in, realizing Sam deserved this.

"Sam....you know I'm a sucker for when you act polite," Carly sighed with a smile as they both laughed. "Fine, you win!"

"Awesome, finally!" Sam replied with a triumphant smirk, before slowly reaching over and picking up Carly in one swift movement.

"Oh!" The brunette gave a squeak, not expecting that. Sam just smiled as she carried her friend with ease back over to her mattress. Carly couldn't help but smile back, loving how strong the girl was. Once Sam got over to the mattress, she slowly placed Carly down and crawled on top of her, straddling her hips. "Um, sorry for the bed," Sam replied sheepishly, looking down at her friend. It was a twin size, leaving little room to move around.

"Don't worry," Carly smiled up at her. "I love it," She replied honestly.

Sam just smiled and bent back down to give her friend a kiss. Carly returned it before the blond pulled away and smiled at her.

"So....being polite gets you in the mood huh?" Sam asked with a humored smile, realizing that she had been turned down the whole night until she said please.

"Well...yeah, I guess? If you put it that way," Carly laughed, looking up at her friend.

"You know, most people like to talk dirty during this kind of thing," Sam chuckled as she bent down and kissed her friend once more. "But you like it when I'm polite. That's kinky."

"It's not kinky!" Carly replied quickly. "Being polite is nice in _any_ situation," She laughed with a smile, tilting her head up as Sam moved underneath her chin to gently suck her neck.

"Whatever you say Carls...whatever you say," Sam smiled against her throat, as Carly rolled her eyes in jest.

* * *

The two girls continued making out for a while, until they were both starting to get really aroused. Sam was still laying on top, and finally sat up, breathing heavily.

"Carly..?" She asked slowly, stroking her fingertips along her friend's sides.

"Yeah?" Carly asked breathlessly, chills of pleasure going through her body from where Sam was touching.

"May I take off your shirt?"

"Huh?" Carly asked, a bit confused.

"May I take off your shirt? Or is that not polite enough?" Sam started chuckling.

"Oh shut up!" Carly laughed, realizing Sam was playfully making fun of her. "And yes, you may."

* * *

Soon enough, both girls were undressed, partaking in foreplay under the covers. They hadn't gone lower yet, as they were spending the time enjoying each other's chests.

"Mm.." Sam murmured sucking on Carly's right nipple, as she lightly teased the other with her hand. As Sam did this, Carly was running her hands up and down the length of her friend's back, giving her a back rub as the blond continued to pleasure her breasts. The familiar sensation of a warm throb had begun to grow in Carly's womanhood, making her realize she would be wanting more soon, and that she would have to give Sam the proper touches before getting greedy.

"Mmf, Sam," Carly moaned, lightly putting her finger under Sam's chin to stop her from suckling her chest.

"You ok?" Sam asked, resting her chin lightly in the space between the brunette's breasts as she looked at her.

"I'm fine but...don't you want...your turn?" Carly asked as she took deep breaths, noticing that Sam had been on top the whole time doing most of the work. Carly figured it was time to switch.

"Nah, I can wait until tomorrow," Sam smiled.

Despite how much pleasure she was in, Carly looked at her friend curiously. "Um, what?"

"I can wait," Sam repeated.

"You can wait?" Carly asked, raising an eyebrow. "But_....you're_ the one who's been begging me to do this with you all night!"

"That's because I wanted to make _you_ feel good. I thought that maybe if we took a break, you wouldn't be so frustrated about the project!"

"Oh..." Carly replied softly, not knowing that Sam was considering her interests this whole time. "I didn't realize...." She gave a small smile, looking at her friend. "I just thought you were really horny."

"Oh that too, but I can hold off," Sam laughed with a sigh. "You did most of the work on our project, so it's only fair you get most of the pleasure...tonight at least."

"Aw, that's really considerate of you," Carly replied honestly, a warmth filling her chest at how caring Sam was towards her feelings.

Isn't it?" Sam smiled, leaning over and gently kissing the tip of Carly's nose.

"But you know...you could have just originally agreed to help me out with the project too," The brunette laughed.

"Yeah, but that's not as half as fun as this," Sam smiled.

"You make a good point," Carly laughed.

"So, shall we continue?" Sam's hand slowly traced down along Carly's left side until it rested on her hip bone.

A gasp hitched in Carly's throat as she realized what her friend meant. "Yes," She smiled, excitement growing.

And with that reply, Sam's hand slowly snaked in between their bodies. Soon enough, the tip of her fingers found Carly's womanhood, and slowly opened the lips.

"Mm.." Carly closed her eyes, and rested her head back, waiting in anticipation. Despite how many times they had made love to each other, Carly's heart always beat in her chest as if it were the first time.

Sam just smiled as she laid her head down against her friend's breasts, listening to the pounding rhythm give away the girl's inner thoughts. She loved how Carly's body could reveal how excited she was. After listening to a few more heartbeats, Sam slowly dipped one of her fingers into Carly's wet entrance.

"Ohm!" Carly's hips bucked off the mattress at the first touch. And before she could even recuperate, Sam's thumb had managed to find her clit and give it a small rub. "God.." Carly moaned, her pleasure slowly building.

"That feel good?" Sam smiled, slowly beginning to move her fingers in and out of her friend's entrance, all the while keeping her thumb on the small nub and teasing it.

"Yes, so much," Carly replied, gasping at each stroke. She began lifting her hips up and down to meet Sam's thrusts, and soon enough both girls were in perfect sync with each other.

* * *

Sam's small bed had begun to squeak as the girls continued their lovemaking. Carly could feel that amazing pressure start to build up to it's breaking point, and knew she wouldn't last much longer. Sam also realized this as she continued to stroke her friend's insides. The blond loved how she could actually feel the slick skin of her friend's womanhood actually change and twitch with each stroke. Sam thought it was amazing to have someone react to her touch this way, and just the fact that it was Carly made it a million times better.

"Oh Sam...it's coming," Carly shut her eyes tight, her hips thrusting frantically as she felt her orgasm approaching fast at her friend's fingertips.

Sam smiled, loving when Carly warned her. But this time, she didn't want it to end for her just yet, so she just stopped the movements altogether, keeping her hand in place.

Carly let out a grunt of disapproval at the loss of movement, before opening her eyes to see what was up. When she looked up at Sam, she saw that the blond was just smiling down at her, not moving.

"Can I help you?" Carly asked, a smirk showing on her face. "I thought we were in the middle of something!"

"Oh we are," Sam smiled back. "We're definitely in the middle of this. Not at the end." And with that, the blond bent forward and began to passionately kiss her friend.

Carly kissed back, but realized that as she continued sucking Sam's lips, the girl's hand still hadn't begun to move. "Sam," Carly gasped, in between kisses. "...what...are you.."

The blond finally sat up a bit. "It's a new technique I want to try," Sam nodded, before bending back down and continuing to kiss her friend's cheek.

At first Carly was extremely confused, until she felt the tip of Sam's thumb flick her clit once more, reminding her that the blond's hand was still in her. "Oh," The brunette murmured, thrusting her hips at the tiniest movement. But then when her behind settled back down on the mattress, she realized Sam's hand wasn't moving again. Carly had to admit this new technique was a bit frustrating.

"I-I don't understand," Carly admitted, Sam continuing to suckle her neck.

"Shh, patience," The blond's hot breath blew against her wet skin. "It'll be worth it. I promise," And with that last statement, Sam's finger flicked Carly's clit one more time, sending off another wave of pleasure through Carly's body. But as soon as the pleasure came, it quickly died. For whatever reason, Sam was prolonging each stroke, making it almost impossible to get off on. Carly even realized her sexual feelings down there were starting to die off, as the brink of her orgasm began to fade away.

"Sam...I'm not sure if it's working," Carly replied honestly.

"Things starting to get less intense?" Sam mumbled into the crook of her friend's neck.

Carly just raised an eyebrow in confusion. It was almost as if her friend's tone of voice made it sound as though she was expecting that. "Well yeah, sort of," The brunette admitted.

"Good. Let's heat things back up," Sam replied, starting to move her hand in between Carly's legs.

"Ohhhhh!" Carly moaned, pleased to feel her friend's finger come back to life in her entrance. Instead of the spaced out strokes, Sam was now thrusting at a proper pace, building up the tension once more as she kept her thumb on the brunette's clit. "Mmm yes," Carly moaned, her hips starting to rise and fall with each of Sam's movements.

During this, Sam bent down and began to suckle on Carly's right breast, earning a few higher pitched mews from the girl.

"Mm mm mm um mm..." Carly's eyes were shut tight as she arched up her back, pressing her chest further into Sam's inviting mouth. The combined sensations of her friend's fingers and tongue was just amazing. And when Sam lightly took one of her nipples in between her teeth, Carly almost lost it. "God..." She moaned, her head tilting to the side on her pillow, as her hips continued to thrust.

Sam couldn't help but smile as she continued sucking her friend's chest. She could feel Carly's nipple getting harder in her mouth, if possible, and knew what it meant. Her friend was getting close once more.

A few more minutes passed, as Carly was able to hold out a bit longer than previously expected, but just as she was about to reach her peak yet again, Sam's fingers stopped moving once more, cutting the pleasure off at the last moment.

"Ok, now you're just being mean!" Carly laughed breathlessly, knowing that her friend was up to something. "Is this payback for what happened earlier?" She asked, referring to her friend's previously turned down sexual advances.

"Sorry," Sam replied, smiling against Carly's neck. "I know it's torturous, but I'm not doing this out of revenge."

"Then why..?" Carly asked, wondering what Sam_ was_ doing this for. It was driving her crazy!

At this, Sam sat up a bit, and locked eyes with her friend, giving her a gentle smile. "Take it easy Carls, just relax. I'm not trying to annoy you, honest."

Carly stared back at her for a moment, before her lips curled up. "Alright, I'm sorry," She apologized with a laugh. "I trust...whatever you're trying to do."

"Good," Sam mumbled with a chuckle, before bending back down and giving a soft lick to the underside of Carly's jaw.

"Mmm," Carly closed her eyes and tilted her head up, enjoying the way her friend's slick tongue felt against her skin.

As Sam continued the loving assault on the brunette's neck, she snaked her free hand up and began rubbing Carly's left breast.

"Oh Sam..." Carly moaned, loving the way her friend's movements felt against her chest and neck. She almost forgot about the lack of pleasure from down below. Almost. "OH!" Carly moaned, feeling one of Sam's fingers stroke her insides, reminding her that the blond had two hands.

"Feels nice huh?" Sam moaned against Carly's throat, the vibrations of her voice sending chills of pleasure throughout the brunette's body.

"God yes," Carly replied, her own voice sending vibrations back to Sam's lips.

"Good, because, I think I'm ready," Sam replied, her own heart pounding with excitement for what she was about to get Carly to do.

"Ready...for...what?" Carly asked, her chest heaving hard.

"Ready....," Sam started to say huskily. "....to make you come, _long_ and _hard_."

"Huh?" Carly asked, her mind still a bit fogged from all the sensations that were going on in her body.

"You ready cupcake?" Sam smirked, wriggling her fingers inside the brunette's entrance, causing the girl to close her eyes and moan at the sensation.

"Y-yes," She replied breathlessly, before opening her eyes.

With a loving smile, Sam bent down and caught Carly's mouth in an extremely passionate kiss. And just as she pushed her tongue into Carly's mouth, she thrust her fingers into the girl's entrance once more, earning a loud moan from the brunette.

"MMMmmmmm....," Carly's voice sent vibrations of pleasure from her tongue to Sam's. Sam reciprocated with a moan of her own, sending an equal amount of vibrations back to Carly's mouth. The exchange of verbal pleasure, along with Sam's fingers thrusting in and out of her, was exhilarating to the brunette. Carly could feel the pressure building once more, for the third time that night. But this time, it was a lot heavier than usual. Instead of feeling the pressure in just her pelvis and stomach, she could feel little sparks dancing up through her chest, to the tips of her nipples, and throughout her throat. Her whole body was filling up with pleasure, and Carly felt like she was going to explode. It was almost as if she was having an orgasm, without actually reaching the breaking point yet.

"Sam! Oh, Sam!" Carly whimpered into her friend's mouth, her whole body starting to tense up.

"Yeah, that's it, that's it," Sam smiled, feeling the opening of Carly's womanhood start to grow smaller, clamping her fingers in place. "I want to feel you let go, that's it, just let go.."

"Sa-" Was all Carly could say before she was pushed over the edge with a loud gasp. Her back involuntarily arched up as her legs spread, making her press her womanhood hard into Sam's hand.

Sam just smiled, thrusting her fingers as fast as could as she felt the walls of Carly's vagina start grasping at them, trying to get as much pleasure as it could. The blond also kept her thumb on Carly's clit, rubbing that as well.

During this, Carly closed her eyes as she felt her eyes beginning to roll into the back of her head. Her body was still pressing hard into Sam's, and would not stop. The pleasure was enormous, more so than she had ever experienced before. Random lights began to dance in front of her closed eyelids, giving off a visual sense of euphoria that accompanied the physical one. The seconds continued to pass, three, ten, fifteen. Carly wasn't even sure if they were seconds. All she could think of was the extreme pleasure she was getting from her best friend's touches. Every other thought was just a jumbled mess of ecstasy.

Meanwhile, Sam continued to gaze down at Carly as the girl's orgasm continued. It was obvious the brunette was a bit lost in her own world, as her eyes were clamped shut, and her mouth was open in a silent gasp. Carly's pale cheeks were incredibly flushed as her lips twitched, matching the rhythm of her vagina.

Sam loved every detail of her friend's orgasm face, just knowing that she was the one who caused it. Watching Carly during this moment was one of the most amazing things she could ever take part in.

Finally after what seemed like an eternity, Carly's hips slowly lowered back down to the mattress, as her body gave up it's convulsions of passion. Sam saw that her friend was starting to calm down, so she slowed up her strokes, not wanting to overstimulate her friend's incredibly sensitive womanhood. While working alongside Carly's orgasm, Sam matched the pace of her friend's body, and soon enough, everything slowed up to a stop.

Sam continued to gaze down at her friend, who by now was completely out of breath. The brunette slowly opened her eyes as she felt Sam's hand leave her, and looked up only to see a white blur, that quickly morphed into the face of her best friend. The blond was cleaning off her hand, smiling down at her.

"Sam..." The brunette sighed, giving a tiny smile. "I love you."

"I love you too," Sam smiled, removing her fingers from her mouth and slowly lowering her chest down on top of Carly's as she brushed a few strands of sweaty hair off the girl's forehead. Sam then gently rested her cheek against one of Carly's breasts and closed her eyes in comfort as the two of them relaxed for a bit, trying to get their heart rates to go back to normal.

Eventually Sam was the first to recuperate, and after waiting a minute or so to let Carly get her breathing back, the blond smiled as she decided to break the silence. "Now, was that worth it?" She laughed, referring to the girl's earlier sexual frustration.

Carly opened her eyes and nodded dreamily, stroking Sam's hair as she stared up at the ceiling, feeling her best friend's breath cool off her sweat glistened chest. "Yeah.." She then lightly reached down and began stroking Sam's bare back as the blond laid on top of her. "Definitely worth it."

* * *

The next day at school, Carly, Sam and Freddie were standing by their lockers, getting their books ready for first period.

"Man, you guys look beat!" He murmured, looking at the two girls. "What happened?"

"We were up all night," Sam replied, covering a yawn as she shut her locker.

"Working on the project?" Freddie asked. He then watched as Sam flashed a small smirk to her best friend before Carly turned to answer him.

"Uh yeah...," The brunette started to say.

"....lets go with that," Sam added as the two of them looked at each other once more and started to chuckle. Freddie just raised an eyebrow, unaware of what was so funny.

* * *

**(Poor Freddie, he's always so clueless with the girls. x3)  
**

**So I hope you enjoyed the story! This was the first one I've written where Sam takes Carly over the edge. Like my other stories, I wanted to show off their love for each other, while having them make love. I hoped it portrayed their emotions towards each other well, and was just as hot and caring as my other ones! Please don't forget to tell me your thoughts! =)**


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